These Terms of Service (the “Terms”) are a binding contract between you and UvaLink (“UvaLink,” “Company,” “we,” “us,” or “our”) and govern your access to and use of UvaLink’s websites, software, content, and related services (collectively, the “Service”).

By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Definitions and Interpretation

1.1 “Account” means your registered user account for the Service.

1.2 “Customer Data” means information, content, and materials submitted to the Service by or on behalf of a user, including vineyard, operator, activity, location, and related operational data.

1.3 “Subscription” means paid access to the Service during a billing cycle.

1.4 “User,” “you,” and “your” mean the individual or entity using the Service.

1.5 “Seat Limits” means any limits on the number of users, seats, or authorized users permitted to access the Service under a plan, Subscription, Account, or other usage tier.

1.6 Headings are for convenience only and do not limit interpretation. “Including” means “including without limitation.”

2. Eligibility; Authority; U.S.-Only Offering

2.1 You must be at least 18 years old to use the Service.

2.2 If you use the Service on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms.

2.3 You represent that all registration and Account information is accurate, complete, and current, and you agree to keep it current.

2.4 The Service is offered only for use in the United States. UvaLink does not target, market to, or intend to offer the Service to individuals located outside the United States.

2.5 If you access the Service from outside the United States (including while traveling), you do so at your own initiative and risk and are solely responsible for compliance with applicable laws. We may limit, suspend, or terminate access from outside the United States at any time.

3. Description of the Service; Changes; No Service Levels

3.1 UvaLink provides a web-based vineyard operations platform, which may include activity tracking, scouting, reporting, mapping, weather-related features, alerts, insights, and other related tools.

3.2 The Service may change over time. We may add, remove, or modify features, limits, functionality, and supported integrations at any time, with or without notice.

3.3 We may suspend or discontinue all or part of the Service at any time, including for maintenance, security, legal compliance, third-party dependency changes, or business reasons.

3.4 We do not provide any service level agreement, uptime commitment, support response time, or availability guarantee. The Service is not designed or intended for safety-critical or mission-critical use.

4. No Professional Advice; Assumption of Risk

4.1 THE SERVICE IS FOR INFORMATIONAL PURPOSES ONLY.

4.2 UvaLink does not provide agricultural, viticultural, agronomy, legal, tax, regulatory, accounting, environmental, pest-management, irrigation, worker-safety, food-safety, product-safety, chemical-handling, hazardous-materials, employment, labor, insurance, or other professional advice.

4.3 You are solely responsible for (a) all operational, compliance, and business decisions, (b) verifying the accuracy and completeness of all information used in connection with the Service, and (c) obtaining qualified professional advice where needed.

4.4 THE SERVICE IS NOT A SUBSTITUTE FOR CROP INSURANCE, PROFESSIONAL AGRONOMY OR CONSULTING SERVICES, OR LEGAL/REGULATORY COMPLIANCE PROGRAMS.

4.5 YOU ACKNOWLEDGE THAT AGRICULTURAL OPERATIONS INVOLVE SIGNIFICANT RISKS, INCLUDING CROP LOSS, WEATHER VARIABILITY, REGULATORY PENALTIES, EQUIPMENT OR LABOR ISSUES, AND MARKET FLUCTUATIONS. YOU AGREE THAT YOU USE THE SERVICE AT YOUR OWN RISK AND THAT UVALINK IS NOT RESPONSIBLE FOR ANY DECISIONS MADE BASED ON INFORMATION, ALERTS, REPORTS, OR DATA PROVIDED THROUGH THE SERVICE.

5. Accounts; Security; Authorized Users

5.1 You are responsible for all activity under your Account and for maintaining the confidentiality of login credentials.

5.2 You must promptly notify us at our Contact Page of suspected unauthorized access, compromise, or security incidents involving your Account.

5.3 You are responsible for the acts and omissions of anyone who accesses the Service through your Account (including employees, contractors, and other authorized users) and for ensuring they comply with these Terms.

5.4 Certain accounts may have administrative capabilities (for example, inviting or removing users, configuring settings, and managing billing). You are responsible for assigning and controlling administrative access and for all actions taken using administrative privileges.

5.5 We may require identity, ownership, or authority verification in connection with Account recovery, security, billing actions, or suspected abuse.

6. Beta Features

6.1 We may label certain features as beta, preview, experimental, or similar (“Beta Features”).

6.2 Beta Features may be changed, limited, or discontinued at any time and may not be supported.

6.3 BETA FEATURES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES, SERVICE LEVEL COMMITMENTS, OR SUPPORT OBLIGATIONS.

7. Free Trial

7.1 We may offer a free trial (for example, 14 days) at our discretion.

7.2 Trial terms displayed at sign-up are part of these Terms.

7.3 Unless expressly stated otherwise at sign-up, a trial does not automatically convert into a paid Subscription and will not automatically charge you. If you do not start a paid Subscription before the trial ends, your access to the Service and your Customer Data may be disabled immediately upon trial expiration.

7.4 We may modify, limit, or discontinue trials at any time.

8. Subscriptions, Billing, and Auto-Renewal

8.1 Paid access is offered on a subscription basis.

8.2 Your Subscription will automatically renew for successive monthly billing periods unless canceled before the next renewal date.

8.3 By starting a paid Subscription, you authorize recurring charges for applicable fees, taxes, and add-ons.

8.4 You can cancel auto-renewal or modify your Subscription through your billing settings (if available) or by contacting us via our Contact Page. Cancellations take effect at the end of the current paid billing period unless required otherwise by law.

8.5 You remain responsible for all fees incurred through the end of your current billing period.

8.6 Seat Limits. You are responsible for staying within applicable Seat Limits at all times.

8.7 Seat Limit Enforcement. If you exceed a Seat Limit for any reason (including plan changes, seat removals, downgrades, cancellations, or payment failures), we may restrict access to bring your Account into compliance, including by deactivating one or more users. If an administrator does not select which users retain access, you authorize us to make that selection. Seat Limit enforcement may occur immediately and without notice. We are not liable for any impacts resulting from Seat Limit enforcement.

9. Payment Processing (Stripe); Payment Failures; Charge Retries

9.1 We use third-party payment processors, including Stripe.

9.2 Payment processing is subject to third-party terms and policies. You authorize us and/or our processors to charge your selected payment method for recurring payments and any applicable amounts.

9.3 We do not store full payment card numbers.

9.4 If payment fails, we may retry charges (including multiple attempts), invoice you, and/or immediately suspend or terminate access for non-payment, without notice.

10. Fees, Taxes, and No Refunds

10.1 All fees are stated in U.S. dollars unless stated otherwise.

10.2 You are responsible for applicable taxes, duties, and government charges associated with your purchase or use of the Service.

10.3 EXCEPT AS REQUIRED BY APPLICABLE LAW, ALL FEES ARE NON-REFUNDABLE, NON-CANCELABLE, AND NON-PRORATED. THIS INCLUDES FEES PAID FOR UNUSED TIME, DOWNGRADES, PARTIAL PERIODS, OR SUSPENSION OR TERMINATION FOR VIOLATION.

11. Price, Plan, and Feature Changes

11.1 We may change plan features, limits, seat limits, pricing, and supported integrations at any time.

11.2 Unless required otherwise by law, changes will take effect at your next renewal or billing period. We may, but are not required to, provide notice by email, in-product notice, or posting to the Service.

11.3 Continued use of the Service after an effective change constitutes acceptance.

12. Acceptable Use

12.1 You will not, and will not permit others to:
(a) violate applicable law, including export-control and sanctions laws;
(b) infringe intellectual property or privacy rights;
(c) access or attempt to access non-public systems or data;
(d) interfere with Service integrity, security, or performance, including by imposing unreasonable load;
(e) reverse engineer, decompile, disassemble, or create derivative works of the Service;
(f) use automated methods (bots, scrapers, crawlers) except as expressly authorized;
(g) upload malware or harmful code;
(h) probe, scan, or test the vulnerability of any system or network;
(i) circumvent, disable, or otherwise interfere with security-related features;
(j) share accounts or credentials outside your organization, or resell access to the Service;
(k) use the Service to build or improve a competing product using non-public functionality or data; or
(l) misuse the Service in a way that could create risk, liability, or harm to UvaLink, other users, or third parties.

12.2 We may investigate suspected violations and may suspend or terminate access immediately. We may cooperate with law enforcement and regulatory authorities where we deem appropriate.

13. Third-Party Services and Integrations

13.1 The Service may depend on or integrate with third-party services (for example, payment, mapping, email, weather, analytics, or hosting providers), including Stripe, Mapbox, WeatherAPI, and Resend.

13.2 Third-party services are provided under their own terms and policies. We are not responsible for third-party services, their availability, data accuracy, security, policies, or acts or omissions.

13.3 Third-party service changes, outages, API limitations, or discontinuations may affect Service functionality or availability, and we have no liability for such impacts.

14. Customer Data Ownership and License

14.1 As between you and UvaLink, you retain ownership of Customer Data you submit.

14.2 You grant UvaLink a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and use Customer Data to provide, secure, maintain, support, and improve the Service, to enforce these Terms, and to comply with law.

14.3 You represent and warrant that you have all rights and permissions necessary to submit Customer Data and grant the license in Section 14.2.

14A. Accuracy; Alerts; No Reliance

14A.1 The Service relies on Customer Data provided by you. UvaLink is not responsible for inaccuracies, omissions, or outdated information submitted by users.

14A.2 Alerts, reports, and insights may depend on the accuracy and completeness of Customer Data and third-party information. UvaLink does not guarantee that alerts will be timely, complete, accurate, or delivered.

14A.3 You agree not to rely on alerts, reports, or insights as the sole basis for operational, safety, compliance, or business decisions.

15. Data Retention, Export, and Deletion

15.1 You are solely responsible for exporting Customer Data and maintaining independent backups. The Service is not a system of record, archive, or backup service.

15.2 Upon expiration or termination of your Account for any reason (including trial expiration), your access to the Service and Customer Data may be disabled immediately.

15.3 UvaLink may delete Customer Data at any time after Account expiration or termination without liability, except to the extent retention is required by applicable law.

15.4 UvaLink has no obligation to retain, host, export, or provide access to Customer Data after termination.

15.5 Backup systems may retain residual copies for limited periods consistent with security, legal, or operational requirements.

16. Aggregated and De-Identified Data

16.1 We may create and use aggregated, statistical, and de-identified data derived from the Service for analytics, benchmarking, product development, operations, industry trends, and other lawful business purposes.

16.2 Such data will not identify you as an individual or your business as the source.

17. Feedback

17.1 If you provide suggestions, ideas, or feedback, you grant UvaLink a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use and exploit that feedback for any lawful purpose without compensation to you.

18. Intellectual Property

18.1 The Service, including software, design, content, trademarks, and all related intellectual property rights, is owned by UvaLink or its licensors.

18.2 Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable right to access and use the Service during your active trial (if any) and during an active Subscription.

18.3 No rights are granted except as expressly set forth in these Terms.

19. Privacy

19.1 Our collection and use of personal information is described in our Privacy Policy, which is incorporated by reference. In the event of any conflict between these Terms and the Privacy Policy regarding the Service relationship, these Terms control to the maximum extent permitted by law.

20. Security and Incident Notification

20.1 We use reasonable administrative, technical, and organizational measures designed to protect Customer Data.

20.2 No security system is perfect. You acknowledge that unauthorized access risks cannot be eliminated.

20.3 If we determine a security incident triggers legal notification obligations, we will provide notice as required by applicable law.

21. Suspension and Termination

21.1 We may suspend or terminate access immediately, with or without notice, if:
(a) fees are overdue or payment fails;
(b) you breach these Terms;
(c) we reasonably suspect fraud, abuse, misuse, or security risk;
(d) required by law; or
(e) we determine, in our sole discretion, that continued access poses risk to the Service, other users, or UvaLink.

21.2 You may terminate by canceling your Subscription in accordance with Section 8.4 and discontinuing use of the Service.

21.3 On termination, your rights under these Terms end immediately, except sections that by their nature should survive (see Section 36).

22. Disclaimer of Warranties

22.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE (INCLUDING BETA FEATURES) IS PROVIDED “AS IS” AND “AS AVAILABLE.”

22.2 UVALINK DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, QUIET ENJOYMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

22.3 WITHOUT LIMITING THE FOREGOING, UVALINK DOES NOT WARRANT THAT THE SERVICE WILL PREVENT CROP LOSS, IMPROVE YIELDS, ENSURE REGULATORY COMPLIANCE, OR PROVIDE COMPLETE OR ACCURATE WEATHER, MAPPING, ALERT, OR FORECAST DATA.

23. Limitation of Liability; California Civil Code Section 1542

23.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, UVALINK AND ITS AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, CROP VALUE, BUSINESS INTERRUPTION, OR REGULATORY PENALTIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

23.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, UVALINK’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO UVALINK FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD $100.

23.3 The limitations and exclusions in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, statute, or otherwise, and even if a limited remedy fails of its essential purpose.

23.4 The parties agree that the fees charged reflect this allocation of risk and that UvaLink would not enter into these Terms without these limitations.

23.5 You waive California Civil Code section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

24. Indemnification

24.1 You will defend, indemnify, and hold harmless UvaLink and its affiliates, owners, officers, directors, employees, and agents from and against any and all third-party claims, demands, investigations, actions, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:
(a) your use of the Service;
(b) your Customer Data;
(c) your agricultural or operational decisions;
(d) regulatory compliance or violations;
(e) your violation of these Terms; or
(f) your violation of applicable law.

24.2 UvaLink reserves the right to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate fully in such defense.

25. Dispute Resolution and Arbitration

25.1 Informal Resolution. Before filing a claim, you agree to send written notice of the dispute via our Contact Page with the subject line “Legal Notice” and allow 30 days to attempt informal resolution. Any applicable statute of limitations is tolled during this 30-day period.

25.2 Arbitration Agreement. Except as provided in Section 25.5, disputes arising out of or related to these Terms or the Service will be resolved by final and binding arbitration in California, conducted in English, under the Federal Arbitration Act.

25.3 Arbitration Rules and Administrator. The arbitration will be administered by the American Arbitration Association (AAA) under applicable rules. If AAA is unavailable, UvaLink may select an alternative administrator, including JAMS.

25.4 Individual Proceedings Only. Arbitration will be conducted only on an individual basis and not in a class, consolidated, coordinated, private attorney general, or representative action.

25.5 Exceptions. Either party may bring qualifying claims in small claims court. Either party may seek injunctive or equitable relief in court for intellectual property misuse or unauthorized access. Claims for public injunctive relief, if any, will be decided by a court of competent jurisdiction to the extent required by applicable law.

25.6 Arbitration Costs. Payment of filing, administrative, and arbitrator fees will be governed by applicable rules and law. Each party will bear its own attorneys’ fees unless awarded by the arbitrator under applicable law.

25.7 Confidentiality. The arbitration will be confidential to the extent permitted by applicable law and rules.

26. Class Action Waiver

26.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND UVALINK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

26.2 If this waiver is found unenforceable for a particular claim, then that claim must be severed and brought in a court of competent jurisdiction, and the remaining claims must proceed in individual arbitration to the fullest extent permitted by law.

27. Governing Law and Venue

27.1 These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles.

27.2 For any dispute not subject to arbitration, exclusive venue is in state or federal courts located in California, and each party consents to personal jurisdiction there.

28. Time Limit to Bring Claims

28.1 To the maximum extent permitted by law, any claim or cause of action arising out of or related to the Service or these Terms must be filed within one (1) year after the claim accrued, otherwise the claim is permanently barred.

29. Force Majeure

29.1 UvaLink will not be liable for failure or delay caused by events beyond reasonable control, including natural disasters, severe weather, fire, flood, power outages, labor disputes, acts of government, war, terrorism, pandemics, internet or telecommunications failures, or failures of third-party infrastructure.

30. Notices

30.1 Notices to You. We may provide notices by email, in-product notification, or posting to the Service.

30.2 Notices to UvaLink. Legal notices to UvaLink must be sent via our Contact Page (as made available on the Service) with the subject line “Legal Notice.” Any such notice must include sufficient detail to allow us to evaluate and respond.

30.3 Notices are deemed given when sent (email), posted (in-product), or published (website), unless applicable law requires otherwise.

31. Electronic Communications and Signatures

31.1 You consent to receive communications electronically.

31.2 Your electronic acceptance of these Terms constitutes your signature and agreement to be bound, consistent with applicable electronic signature laws (including the U.S. ESIGN Act and, where applicable, UETA).

32. Assignment and Transfer

32.1 You may not assign, delegate, or transfer these Terms or any rights or obligations under them without our prior written consent.

32.2 We may assign or transfer these Terms, in whole or part, including in connection with merger, acquisition, financing, reorganization, formation of a new entity, or sale of assets.

33. No Agency; No Third-Party Beneficiaries

33.1 These Terms do not create any agency, partnership, joint venture, employment, or franchisor-franchisee relationship between you and UvaLink.

33.2 Except as expressly stated, there are no third-party beneficiaries to these Terms.

34. Severability

34.1 If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

35. No Waiver

35.1 Failure to enforce any provision of these Terms is not a waiver of future enforcement of that or any other provision.

36. Survival

36.1 The following sections survive termination or expiration: 4, 10 through 20, 22 through 36, and any other provisions that by their nature should survive.

37. Changes to These Terms

37.1 We may update these Terms at any time. Updated Terms are effective when posted, unless a later date is stated.

37.2 Notice of Changes. To the extent permitted by law, we may update these Terms without notice. For material changes, we may provide advance notice by email, in-product notice, or posting on the Service where reasonably practical. Continued use of the Service after changes become effective constitutes acceptance.

38. Entire Agreement

38.1 These Terms, together with any policies or additional terms expressly incorporated by reference (including the Privacy Policy), are the entire agreement between you and UvaLink regarding the Service and supersede prior or contemporaneous agreements on the same subject.

39. Contact Information

If you have questions about these Terms, contact us via our Contact Page.